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Governance Data

Corporate Governance

■ Corporate Governance System

As of July 1, 2020

Items Overview of the system
Organizational design type Company with an Audit & Supervisory Board
Number of Directors (members) 8
  The number of Independent Outside Directors (members) 3
The number of female Directors (member) 1
Number of Audit & Supervisory Board Members (members) 5
  The number of Independent Outside Audit & Supervisory Board Members (members) 3
The number of femal Audit & Supervisory Board Members (members) 1
Term for Directors (years) 1
Term for Outside Directors (years) 1
Corporate Officer System Adopted
Voluntary advisory committees of the Board of Directors Nomination Committee and Remuneration Committee

■ Directors and Audit & Supervisory Board members

As of July 1, 2020

Position   Name Significant
concurrent post
Independent
executive
Number of
meetings of
the Board of
Directors
attended
in FY2019
Number of
meetings of
the Audit
&
Supervisory
Board attended
in FY2019
Director Inside Koji Kakigi Chairman of the Board of Directors of JFE 21st Century Foundation
(Public Interest Incorporated Foundation)
- 14/14(100%) -
Yoshihisa Kitano Representative Director, President and CEO of JFE Steel Corporation - 11/11(100%) -
Masashi Terahata Director of JFE Steel Corporation, Representative Director of JFE 21st Century Foundation (Public Interest Incorporated Foundation) - 11/11(100%) -
Naosuke Oda Representative Director, President and CEO of JFE Shoji Corporation - 14/14(100%) -
Hajime Oshita Representative Director, President and CEO of JFE Engineering Corporation - 14/14(100%) -
Outside Masami Yamamoto Director and Senior Advisor of Fujitsu Limited,
Outside Director of Mizuho Financial Group, Inc.
14/14(100%) -
Nobumasa Kemori Executive Advisor of Sumitomo Metal Mining Co., Ltd.,
Outside Director of NAGASE & CO., LTD.,
Outside Director of Sumitomo Realty & Development Co., Ltd.
14/14(100%) -
Yoshiko Ando Audit & Supervisory Board Member of Kirin Holding Company,
Limited, Outside Director of Sansei Technologies, Inc.
- -
Audit & Supervisory Board Member Inside Nobuya Hara Audit & Supervisory Board Member of JFE Steel Corporation - 14/14(100%) 20/20(100%)
Kumiko Baba Audit & Supervisory Board Member of JFE Engineering Corporation,
Audit & Supervisory Board Member of JFE Shoji Corporation
- 11/11(100%) 13/13(100%)
Outside Shigeo Oyhagi Advisor of Teijin Limited,
Outside Director of KDDI CORPORATION,
Outside Director of MUFG Bank, Ltd
Outside Director of Tokyo Electric Power Company Holdings, Inc.
14/14(100%) 20/20(100%)
Isao Saiki Partner Lawyer of Abe, Ikubo & Katayama Law Firm 14/14(100%) 20/20(100%)
Tsuyoshi Numagami Professor, Graduate School of Business Administration, Department of Business Administration of HITOTSUBASHI UNIVERSITY 14/14(100%) 20/20(100%)

Note:
・The number of meetings of the Board of Directors held during FY2019 differ for Mr. Yoshihisa Kitano and Mr. Masashi Terahata, as they were newly elected as directors at the previous year's Ordinary General Meeting of Shareholders (held on June 21, 2019).
・The number of meetings of the Board of Directors and Audit & Supervisory Board held during FY2019 differ for Ms. Kumiko Baba, as she was newly elected as an Audit & Supervisory Board member at the previous year's Ordinary General Meeting of Shareholders (held on June 21, 2019).


■ Nomination Committee and Remuneration Committee

As of July 1, 2020

Items Members Chairperson Number of meetings
held during FY2019
Nomination Committee 6 Masami Yamamoto (Outside Director) 6
  Inside Director 2
Outside Director 2
Outside Audit & Supervisory Board Member 2
Remuneration Committee 6 Nobumasa Kemori (Outside Director) 3
  Inside Director 2
Outside Director 2
Outside Audit & Supervisory Board Member 2

■ Operating System

Committee Company Chairperson Attendees
Group Management Strategy Committee JFE Holdings President Inside Directors (including 3 operating company Presidents), Corporate Officers and full-time Audit & Supervisory Board Members
Management Committee JFE Holdings President Inside Directors (excluding 3 operating company Presidents), Corporate Officers and full-time Audit & Supervisory Board Members
Each operating company President Directors, major Corporate Officers and Audit & Supervisory Board Members

■ Executive Remuneration

FY2019

Executive remuneration
Position Total remuneration, etc.
(thousand yen)
Number of Executives
(members)
Directors (excluding Outside Directors) 267,653 7
Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members) 78,296 3
Outside Directors/ Audit & Supervisory Board Members 86,535 6
Officers whose consolidated remuneration exceeded 100 million yen
Name Position Company Per company
(thousand yen)
Total
(thousand yen)
Koji Kakigi Director JFE Holdings 127,181 127,181
Yoshihisa Kitano Director JFE Holdings 9,000 126,340
Director JFE Steel 117,340
Ratio of remuneration for each
Basic remuneration:
fixed (%)
Annual bonus:
linked to short-term performance (%)
Stock remuneration:
linked to medium- to
long-term performance (%)
60 20 20

■ Internal Control System

As of April 1, 2020

Internal control system
Items Number of companies
(companies)
Number of people assigned
(members)
Internal audit Internal audit organization 164
Audit & Supervisory Board Full-time Audit & Supervisory Board Members 28 34
Dispatched Audit & Supervisory Board Members (part-time Audit & Supervisory Board member) 30 11
Cooperation of Audit & Supervisory Board members
Items Number of meeting held during FY2019
Accounting auditor 8
Internal Audit Department 6

Compliance(including Anti-corruption)

■ Whistleblowing

Items Scope Unit FY2017 FY2018 FY2019
Cases handled by the Corporate Ethics Hotline JFE Holdings and operating companies Cases 89 80 101